Mullen Automotive Files 8-K on Key Corporate Events

Ticker: BINI · Form: 8-K · Filed: Jun 6, 2024 · CIK: 1499961

Sentiment: neutral

Topics: material-definitive-agreement, equity-sale, corporate-governance

TL;DR

Mullen Automotive filed an 8-K detailing new agreements, equity sales, and charter changes.

AI Summary

Mullen Automotive Inc. filed an 8-K on June 6, 2024, reporting on several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Mullen Automotive, potentially impacting its financial structure, shareholder rights, and operational agreements.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and modifications to security holder rights, which can introduce financial and governance risks.

Key Players & Entities

FAQ

What type of material definitive agreement did Mullen Automotive enter into?

The filing indicates Mullen Automotive entered into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What was the date of the most recent name change for Mullen Automotive?

The filing lists several former company names and dates of name changes, with the most recent listed being 'Net Element, Inc.' on December 6, 2013.

What is Mullen Automotive's fiscal year end?

Mullen Automotive's fiscal year ends on September 30 (0930).

What is the SIC code for Mullen Automotive?

The Standard Industrial Classification (SIC) code for Mullen Automotive is 3711, which corresponds to MOTOR VEHICLES & PASSENGER CAR BODIES.

What items are covered in this 8-K filing?

This 8-K filing covers entry into a material definitive agreement, unregistered sales of equity securities, material modifications to rights of security holders, amendments to articles of incorporation or bylaws, and financial statements and exhibits.

Filing Stats: 2,209 words · 9 min read · ~7 pages · Grade level 12.8 · Accepted 2024-06-06 17:20:37

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On May 31, 2024, Mullen Automotive Inc. (the " Company ") settled and cancelled shares of its Series C Preferred Stock that had a redemption value of approximately $14.9 million with the issuance of $3.0 million of Series E Preferred Stock. This does not constitute a new financing. On May 31, 2024, the Company entered into a Settlement Agreement and Release (the " Settlement Agreement ") with Ault Lending, LLC (the " Investor ") pursuant to which the Company issued $3 million of, or 76,923, shares of Series E Preferred Stock, par value $0.001 per share (the " Series E Preferred Stock "), in exchange for the cancellation of 1,211,299 shares of the Company's Series C Preferred Stock, par value $0.001 per share (the " Series C Preferred Stock "), held by the Investor, which, pursuant to the terms of the Company's Second Amended and Restated Certificate of Incorporation, such shares of Series C Preferred Stock had a redemption value of approximately $14.9 million and aggregate accrued dividends of approximately $4.2 million. Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series E Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference. In accordance with the Settlement Agreement, the Investor, at its discretion, may exchange, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the " Securities Act "), or any other applicable securities exemption, some or all of the shares of Series E Preferred Stock for an equal dollar amount of Notes and Warrants pursuant to the "Additional Investment" set forth in, and on the same terms and conditions of, that certain Securities Purchase Agreement, dated as of May 14, 2024 (each capitalized term as defined therein), between the Company and the investors named therein. A description of such Securities Purchase Agreement, the Notes and Warra

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item is included in Items 1.01 and 5.03 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations of the Investor in the Settlement Agreement, the offering of the Series E Preferred Stock to the Investor was exempt from registration under Section 4(a)(2) of the Securities Act. The Investor represented to the Company, among other things, that it was an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). As previously disclosed in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, on May 13, 2024, the Company entered into a Settlement Agreement and Stipulation (the " Agreement ") with Silverback Capital Corporation (" SCC "), pursuant to which the Company agreed to issue Common Stock to SCC in exchange for the settlement of an aggregate of $4,623,655 (the " Settlement Amount ") to resolve outstanding overdue liabilities with different vendors. On May 29, 2024, the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida (the " Court "), entered an order (the " Order ") approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act in accordance with a stipulation of settlement, pursuant to the Agreement between the Company and SCC. SCC commenced action against the Company to recover the Settlement Amount of past-due obligations and accounts payable of the Company (the " Claim "), which SCC had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between SCC and each of such vendors. The Order provides for the full and final settlement of the Claim and the related action. The Agreement became effective and binding upon execution of the Order by the Court on May 29, 2024. Pursuant to the terms of the Ag

03

Item 3.03 Material Modification to Rights of Security Holders. The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 31, 2024, the Company filed a certificate of designation (the " Certificate of Designation ") with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the Series E Preferred Stock, which are further described below, and designated 76,950 shares of preferred stock as Series E Preferred Stock. 1 Conversion and Exchange. The Series E Preferred Stock is convertible at the option of each holder at any time into the number of shares of common stock, par value $0.001 (the " Common Stock "), determined by dividing the Series E Original Issue Price by the Series E Conversion Price in effect on the date of conversion. "Series E Original Issue Price" means $39.00 per share for each share of the Series E Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series E Preferred Stock). The initial "Series E Conversion Price" means $3.90 per share, subject to adjustment. Based on this formula, each share of Series E Preferred Stock is currently convertible into 10 shares of Common Stock. Shares of Series E Preferred Stock may be exchanged pursuant to the terms of the Settlement Agreement. If any shares of Series E Preferred Stock are converted, redeemed or reacquired by the Company, such shares may not be reissued and will automatically be retired and cancelled and resume the status of authorized but unissued shares of preferred stock. The Series E Preferred Stock will not be convertible by a holder to the extent that such holder or any of its affiliates would beneficially own in excess of 9.99% of the Common Stock, as further described in the Certificate of Designation. Voting Rights . Holders of the Series E Preferred Stock are entitled to vote on an as-converted-to-Common-Stock basis, have full voting right

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Rights, Preferences and Privileges of Series E Preferred Stock of Mullen Automotive Inc. filed May 31, 2024 10.1 Settlement Agreement and Release, dated May 31, 2024, by and between Mullen Automotive Inc. and the investor thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. MULLEN AUTOMOTIVE INC. Date: June 6, 2024 By: /s/ David Michery David Michery Chief Executive Officer 3

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